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General
All work accepted by ADFX are subject to the terms and conditions set out herein and in the various ADFX documents and forms.
ADFX retains the right to freely utilise work they have produced to further promote and publish ADFX’s image i.e on their website, used in case studies and creative portfolio.

Privacy Act
The client and, in the case of a corporate client, its directors, hereby authorises and unconditionally grants its consent to ADFX obtaining from a credit reporting agency or other person or company, information and/or reports concerning it from time to time during the continuance of its credit account so as to assist ADFX in deciding whether to grant credit or to continue to grant credit to it or for collecting overdue payments in respect of commercial credit applied for or provided to it.
The client further authorises and consents to ADFX obtaining and disclosing information about its credit worthiness to and from credit reporting agencies and credit providers (including identity particulars and details of overdue payments), who have or are or intend to enter into some commercial or business dealings with it and/or grant credit to it.
For the purposes of this paragraph ‘report’ and ‘information’ include any credit report originating from a credit reporting agency or any other record or information that has any bearing on the client’s creditworthiness, credit standing, credit history, credit capacity and personal information.

Bookings
It is a condition of the placement of any media on behalf of an advertiser that ADFX first secures credit insurance on the advertiser’s media billings.  Should credit insurance not be granted, a bank guarantee or payment in advance of advertising bookings will be required.
The client acknowledges ADFX imposes booking deadlines. Failure to adhere to a deadline may result in the advertisement being withdrawn. Any additional costs will be incurred by the client.
All bookings are based on the original sign off supplied by the client.
Request for any changes to services booked and supplied by ADFX will need to be supplied by client in writing.
Booking cancellations > 6 weeks notice prior to booking date is required in writing, or in line with media cancellation deadlines. 

Costing / Fees / Payment
A 50% Deposit is required to initiate all non media projects such as, but not limited to: Creative Design, Commercial Production, Web Development, Copywriting/Public Relations, Commercial Printing, Letterbox Drops and Merchandise orders, with balance due and payable upon completion or delivery of the project. This deposit is payable in advance, prior to the commencement of any non-media project.
If ADFX are contracted to provide services for a project and the project is cancelled, ADFX reserves the right to demand payment for all work and expenses incurred by ADFX.
Payments received after their due date may incur a 12% late payment fee.

Quotations
All quotations provided are based upon work required to fulfil the client’s instructions and are valid for a period of 30 days from the date of the quote.
All quotations must have sign off supplied by the client prior to commencement of the job.
Prices quoted will be based on the current cost of production and they are subject to amendment by ADFX before or after acceptance of the quotation to meet a variation in the cost of production between the date of quotation and the date of execution of the order. 

Credit Accounts
A 30 day account for media placement can be established pending approval of completed credit application and acceptance by credit insurer.
Failure to by the client to make payments within the agreed period will entitle ADFX to cancel future media bookings and cancel any non-media projects, as it deems appropriate.  ADFX is entitled to charge bank interest on overdue payments.
Credit accounts cannot be transferred to another business entity unless ADFX approval is given.
ADFX account for Media / Production must be made within 14 days of receipt of invoice unless other terms have been agreed to.
Should the client fail to make full payment for the cost of the work incurred then the client agrees upon demand made by ADFX or its agent, to pay all costs, expenses and outgoings. Such costs, expenses and outgoings shall include but not be limited to the fees payable to agents engaged by ADFX as well as the fees payable to solicitors engaged by ADFX. 

Cancellations
ADFX does not refund for any monies paid for cancelled projects
Failure to pay any account by the due date or failure to comply with any of ADFX’s terms and conditions will be regarded as a default. In the event of default, ADFX at its absolute discretion may cancel or suspend any of the clients current working portfolio and demand payment for all outstanding charges which would otherwise not have been due.
The suspension by the client of any work, for any reason whatsoever, for a period of thirty (30) days, shall entitle ADFX to payment in full for the portion of work completed.
Any rebates or commission otherwise payable by ADFX are not payable in the event of default and shall not be offset against any amount owing to ADFX.
Media Cancellations > inline with each media companies trading terms which vary from minimum30 days notice to a strict non-cancellation once booked & confirmed. 

Warranty & Indemnity
Clients and or advertisers upon and by lodging material with ADFX or authorising or approving of any material and in consideration of acceptance and publication of the same by ADFX, jointly and severally INDEMNIFY ADFX, its servants and agents against all liability, claims or proceedings whatsoever arising from the publication and indemnify each of them in relation to defamation, injurious falsehood, passing off, unfair competition, breach of contract, breach of copyright, misrepresentation, breach of warranty of authority or any breach of any federal, state, territory or local statute, regulation or other law giving rise to any civil or criminal liability whatsoever and warrant that the material complies with all relevant federal, state, territory and local laws and industry regulations and that its publication will not give rise to any rights against liabilities in ADFX, its servants or agents and in particular that nothing therein is capable of being misleading or deceptive or otherwise in breach of the Trade Practices Act. 

Release and Discharge
The client hereby forever releases and discharges ADFX from and against all applications, actions, rights, claims, demands, liabilities and obligations of whatsoever nature and whether legal, equitable or statutory which they and any person whomsoever claiming under through or on their behalf, may have against ADFX in the event that ADFX supplies any information of the client to any statutory bodies or agencies in the event of an investigation of the client’s business or activities or alleged breach of industry code of practice. 

Completed Projects
The Client agrees to allow ADFX the free use of all work they have produced to promote ADFX range of services and campaign deliverables i.e. examples of work designed and produced by ADFX promoted on their website, social channels, and printed material.

Confidentiality
It is agreed that the directors and or employees of ADFX shall not at any time during the continuance of the work outlined or thereafter, except in the course of their duties divulge any of the confidential affairs of the client to anyone whatsoever without the previous consent in writing by the client. 

Liability regarding work and materials provided
For the purpose for this clause and this entire Agreement, intellectual property is defined as follows:
Intellectual Property includes copyright, all rights conferred under statute, common law or equity in relation to inventions (including patents), registered and unregistered trade marks (including names, labels, get-up, colour schemes, logos, patterns or other identifying marks), registered and unregistered designs, circuit layouts, proprietary and other software, trade secrets, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields, together with all right, interest, or licence in or to any of the foregoing.
Any intellectual property developed, conceived, created, discovered or produced by ADFX is the sole and exclusive property of ADFX and ADFX shall own any right, title and interest to such intellectual property until full payment of creative development is paid to ADFX.
Without limiting this clause, ADFX owns the copyright on all Creative Concepts conceived, created, developed and presented to clients.  Clients may not reproduce, publish or otherwise deal with the ideas and concepts created by ADFX, nor permit others to do so for any reason, without the written consent of ADFX.   Any use of concepts presented to client without written consent of ADFX prior, will be deemed a breach of Copyright.
All moral rights are waived in association with intellectual property generated
It is agreed that all work and materials provided for the client by ADFX will be free and clear of all liens and encumbrances and may be lawfully used by the client without infringing upon the rights of other including, and without limiting the generality of the foregoing, any copyright trade secret patent or trade mark rights of any third party, upon receipt of full payment only.

 

Security Interest

1. 1. The Client:

* (a) grants a security interest in all its present and after-acquired property and in all of its present and future rights in relation to any personal property (as defined in the Personal Property Securities Act 2009 “PPSA”) (“Personal Property”) to ADFX;

* (b) charges all its rights, property and undertaking of whatever kind and wherever situated, whether present or future including, without limitation, its capital and any interest in real property (both legal and beneficial, in freehold and leasehold land) (other than any Personal Property to which the PPSA applies) to ADFX; and

* (c) Agrees to mortgage all of its present and future interest in any real property to the ADFX (if required by ADFX) as security for the performance of its obligation under this Agreement including payment of the Amount(s) Payable.

2. The client must, within 10 days of request from ADFX, execute such documents as ADFX requires to perfect the security interest, charge and mortgage. The client must pay on demand any stamp duty (including any fines and penalties) assessed in connection with the security interest, charge and mortgage. The costs of registering a financing statement will be paid by the Application and may be debited against the client’s Trading Account.

3. The client acknowledges that ADFX, by virtue of the charge and mortgage, has a caveatable interest in any real property of the client which is or becomes subject to the charge and/or mortgage and may lodge a caveat over that property. 

 

Retention Of Title

1. Title to all Goods (including but not limited to ADFX’s concepts, intellectual property, designs and artwork) ordered or purchased by the Client whilst its trading account with ADFX has a debit balance (“Bailed Goods”) remains with ADFX.

2. The Client must hold all Bailed Goods in the possession of the Client:

        * (a)   As fiduciary, bailee and agent of ADFX; and

        * (b)   In a separate area and in such a manner that the Bailed Goods remain clearly identifiable and are able to be matched to specific invoices. 

3 The Client is authorised to use the Bailed Goods in the ordinary course of its ordinary business, but only until:

                * (a) Notified in writing to the contrary by ADFX; or

                * (b) The occurrence of an event listed in subclauses 5(a) – 5(i) (inclusive).

4 The Client must hold the proceeds from the use of the Bailed Goods on trust for ADFX in a separate bank account and must not mix the proceeds with any other money, including the Client’s money.

5 if the Client or any person who has guaranteed the debts of the Client to ADFX:

                * (a) becomes an ‘externally-administered body corporate” within the meaning of the Corporations Act 2001;

                * (b)   has any step taken for its winding up or dissolution;

                * (c) holds a meeting of directors which considers a resolution that an administrator should be appointed;

                * (d) is insolvent within the meaning of the Corporations Act 2001, or being taken or presumed to be insolvent;

                * (e) commits an ‘act of bankruptcy’ within the meaning of section 40 of the Bankruptcy Act 1966 or any amendment or replacement thereof;

                * (f) has distress, attachment or other execution levied or enforced over any of its property;

                * (g) fails to pay the entire amount payable to ADFX in accordance with this Agreement;

                * (h) breaches any other provision of this Agreement; or

                * (i) if, without the prior written consent of ADFX, there is a change in control of the Client (as defined in the Corporations Act 2001) or the business of the Client is sold to another person, the Client must immediately notify ADFX and ADFX may, at its election and without prejudice to other rights which ADFX may have:

                * (j) declare the amount payable to ADFX to be immediately due for payment;

                * (k) enter the premises at which the Bailed Goods are kept (“Premises) and remove the Bailed Goods from the Premises.

6 ADFX may sell, re-use or otherwise dispose of any Bailed Goods recovered by ADFX pursuant to this clause in its absolute discretion and on its own account, without limitation to any other rights which ADFX may have.

7 The Client indemnifies ADFX and every person acting on its behalf against any loss, damage, liability or expense incurred or sustained as a result of the reasonable exercise by ADFX of its rights under this clause.

8 This clause is for the benefit of ADFX, and ADFX may waive the benefit of this clause by giving notice in writing to the Client at any time.

9 Notwithstanding the other provision of this clause and without derogating from the rights of ADFX, ADFX may take any action it deems necessary, including legal proceedings, to recover as a liquidated debt an amount payable to ADFX.

10 The Client grants to ADFX a purchase money security interest, as defined in the PPSA in the Bailed Goods and proceeds of sale of the Bailed Goods (“PMSI”) to secure the purchase price of the Bailed Goods.

11 The costs of registering a financing statement will be paid by the Client and may be debited against the Client’s trading account with ADFX.

12 The Client agrees not to do or permit anything to be done that may result in the PMSI granted to ADFX ranking in priority behind any other security interest (as defined in the PPSA).

13 The Client will take such further steps (including obtaining consents, supplying information, signing forms or executing documents) which may be required by ADFX to take further or better security under the PPSA in respect of the Bailed Goods or to maintain the effectiveness or priority of any security interest under the PPSA.

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